TORONTO, ONTARIO – CardioComm Solutions, Inc. (TSX VENTURE:EKG) (“CardioComm Solutions” or the “Company”) today announced that it will be conducting a non-brokered private placement equity financing under which it intends to issue 1,818,182 units at a price of $0.055 per unit for gross proceeds of up to $100,000. There is no minimum offering amount. Each unit will be comprised of one common share of the Company and one common share purchase warrant exercisable for two years for an additional share at a price of $0.10. The securities to be issued under the financing will be subject to a four month hold period. The terms of the financing are subject to the approval of the TSX Venture Exchange.
The Company intends to use the proceeds of the financing towards an advertising campaign respecting Company products, particularly the HeartCheckTM ECG PEN. The Company will provide additional updates as they are available.
The offer to purchase units is available to all security holders of the Company who held common shares on September 18, 2015 (shareholders resident in Ontario, Newfoundland and Labrador, and countries other Canada, will need to meet local jurisdiction requirements to participate). The offer will be open until September 30, 2015. The aggregate acquisition cost to a subscribing shareholder relying on the prospectus exemption for existing security holders cannot exceed $15,000 unless that shareholder has obtained advice regarding the suitability of the investment from a registered investment dealer in the subscriber’s jurisdiction. In completing the financing, the Company may utilize other available regulatory exemptions in addition to the existing security holders’ exemption. If you are a security holder who is interested in participating, you should contact the Company by email at investorrelations@cardiocommsolutions.com. If the Company receives total subscriptions exceeding $100,000, the Company will fill subscriptions on a first come, first served basis.
The Company confirms that its staff will be participating the financing including an officer of the Company. The issuance of units to the officer under the private placement is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the value of securities to be purchased by the officer a under the private placement will not exceed 25% of the fair market value of the Company’s market capitalization. The Company will be filing a material change report respecting the financing less than 21 days before the expected closing date of the financing. The Company believes that the shorter period for filing the material change report is reasonable because the participation of the officer in the financing is not material to the Company.
